Twilight
by Silverfail
Summary: "There has to be a mistake, I cannot be seriously about to die, right?" Ben Tennyson sat on his bed, staring at Professor Paradox with wide eyes of shock. Paradox could only shake his head in regret. This was going to be a long night. *Warning: Character Death! Batteries not included.
1. Chapter 1

"There has to be a mistake, I cannot be seriously about to die, right?"

Ben Tennyson sat on his bed, staring at Professor Paradox with wide eyes of shock. Paradox could only shake his head in regret.

"I'm sorry Ben, but there are some things even a time traveler can't do to help someone. This is beyond my control." He said coolly as he stared down at the teenager. He was not a reaper, and this was not his job, but Ben had saved the entire world more than once. He owed him enough to tell him that death was soon on its way.

Ben only stared at his hands nervously. "Is there any way for you to tell me when it's going to happen?" He asked.

"Telling people of their death only makes things worse so therefore I cannot say."

Ben kept on staring at his hands, thoughts racing and heart pumping. His stomach felt tight, and it took all his might to not burst out on the strong emotions he felt. He took a breath and sighed.

"I guess it can't be helped," he murmured cooly. "I'll face whatever is coming for me."

The teenager raised his gaze to stare at the Professor with fierce green eyes. What was it they showed? Determination? But suddenly his gaze softened when he saw the Professor's grief.

"Don't grieve for me Paradox. I know the world will be well cared for in the hands of the Plumbers."

"Yes," Paradox murmured. "I suppose it will. Take care Ben. Fate will have its eyes on you."

With that, a bright white light ignited and disappeared in a matter of seconds, and the Professor was gone, leaving Ben alone staring at a wall by himself.

 _This has to be a dream,_ he thought. _There's no way…_

He pinched himself.

 _Ow! No, it's not a dream. This is it. This is where my life ends._

Not knowing when or how, he knew it was soon. The clock near him read 4:07 am. Why was he up at this ungodly time? Yawning, he turned off the lights and settled on his back staring at the ceiling.

This was going to be a long night.

* * *

 **A/N: This is mostly a test or a preview. I have more written down but I wanted to see if anyone was interested before I continue publishing...**

 **I started re-watching the Ben 10 series for nostalgic purposes and I just love it so here I am.**

 **I wanted to focus on Ben's relationship with Gwen and Kevin a bit more, so Grandpa Max is absent and this takes place in an alternate timeline before Omniverse because I have not seen it yet and clearly Ben is not dead.**


	2. Chapter 2

Ben woke up the next morning feeling exhausted. He looked at the clock. It was 8:14 am, meaning he had only slept for 4 hours. He's had worse before, but he had never woken up this tired.

Sighing, he crawled out of bed. The watch on his wrist let out a buzzing sound and electricity bolted straight out, making the brown haired boy jump back in alarm. To his relief, nothing caught on fire, and he didn't even feel an electrocution, but the shock of what just happened kept him rooted where he sat.

 _The Omnitrix had never done that before...must be a new bug._ He thought, but he knew he was only trying to convince himself of a reality where the watch itself was preparing to kill him.

He couldn't believe it. After all these years, Ben had only used the concept of the watch for good. Sure he used it every once in a while for his own personal interests, but at the end of the day all he really wanted to do was help people. He destroyed the original to save the world from the hands of Vilgax. He accepted the Ultimatrix despite it being more complex than the previous incarnation. Azmuth finally deemed him worthy of the official thing, and now it's going to kill him.

' _I don't suppose you'd know that watch has been nothing but trouble from the start?'_ Professor Paradox had said last night.

' _Do you really think you could turn your body into something it's not and get away without any damage to it? Your organs are mush sometimes! Rock. Metal. Even absent. You name it.'_

Ben sighed. If only Paradox had told him about this before. Not that it would've made a difference. He would've still fought in the war against the DNAliens. He would have still faced Vilgax and dealt with an insane Kevin. The Forever Knights would never stand a chance. But he would at least have known what he was getting into.

Forcing himself out of his thoughts, Ben pushed himself shakily out of bed and reached for his green jacket. Whatever was going to happen to him, it was not going to stop him from saving the world.

It was a Thursday morning on a Spring break. He set out to see his cousin.

* * *

Ben rang the doorbell to Gwen's home, but no answer. Curious, he dared to go into the backyard through the fence and spotted Gwen sleeping on one of the lawn chairs. She seemed to have been reading a book.

Ben walked closer and spotted the old spellbook she had stolen 6 summers ago. He sighed in exasperation. Surely she was already an expert by now?

His sigh jolted the 16 year old awake.

"Wha-! Ben? What's up?" She exclaimed.

"Surely not you," Ben joked.

"As if I've never spotted you sleeping in public." She pushed herself onto her feet and stretched before asking, "What brings you here?"

Ben held his breath. He had no idea if it was okay to tell her about the Professor's visit and the message he received. He knew he could trust her, but the idea of making her grieve, or worse, drive her to madness trying to figure out how to save him, kept him from speaking about it. There was no way out of this one. Perhaps a later goodbye is a better idea.

"I thought we could call up Kevin and go on patrol you know? Not much to do today." He suggested.

Gwen raised an eyebrow. "But it's Thursday. Remember what we said about Thursday? It's our day off. We didn't choose Friday because that's when our friends might want to do something but we'd still be on patrol."

"Oh right." Ben was disappointed. Looks like saving people was not an option. But Gwen seemed to have caught on.

"If you really want to hang out, we can call up Kevin and we could go somewhere. The carnival or a park, anything you want."

Ben smiled. He liked the idea of hanging out with his best friend and best family. Grief pierced his heart when he remembered it may be his final day.

"That sounds great. We haven't done that in a long time," he said.

Gwen smiled. "I'll go call up Kevin and get ready," she declared as she brushed past her cousin and disappeared into her house leaving Ben to wait outside.

* * *

"I don't understand," murmured Kevin. "Why did you tear me away from my day to work on my car again?"

Gwen sat in the passenger's seat while Ben sat in the back seat. Kevin was driving albeit reluctantly.

"We just wanted to hang, we never have time to anymore." Ben reasoned.

"We never have to." Kevin muttered.

"Well I don't see why we shouldn't casually hang out for once on our day off."

"Sure."

"Come on Kevin," Gwen put in. "This could be a time to just relax and enjoy the views. How about we go to the pond first? We can park near it and hike for a bit."

"Yeah, that sounds great," Ben said eagerly. "Kevin?"

"Two against one...I guess I can't argue with that."

Ben felt relieved when Kevin took the turn for the hiking trail. Judging from his friend's voice, despite putting on a casual tone, he still seemed to like the idea of wanting to hang out with the cousins...or maybe just Gwen.

' _This might just be a good day!'_ He thought.

Without warning, his heart pulsed and chest hurt. He leaned against the window and tried to steady his breathing.

"Hey, you alright back there?" He heard Kevin ask.

Ben raised himself off the window. "Yeah, I'm fine. Just thought I left my oven on."

Kevin said no more and continued driving. Ben looked at his watch and saw the hourglass blinking orange until it went back to green. His worry deepened.

They rode in silence for about 20 minutes, until Kevin pulled over to their destination and parked.

"We're here," Kevin declared. The trio hopped out of the car. Wanting to lighten up his mood, Ben began racing towards the pond. "Last one there is a rotten egg!" He shouted excitedly.

"No fair!" He heard Kevin grumble. "You got a head start!"

He felt like a child again, racing with his friends to whatever place they were heading off to next, only this time everything had changed. His two favorite people in the galaxy surrounded him, and his joy almost made him forget about what the future held for him until he spotted Paradox gazing at the teenagers through the shadow of a nearby tree.

Ben knew he had to go over. Not wanting his companions to follow, he turned to them and said "I'll be right back; I think I left my phone your car!"

He ran off before the other two could reply. He hid behind a tree and headed towards Paradox, who was waiting a bit deeper into the woods.

"What's up Professor Paradox?" He asked.

"I had to come and tell you that what awaits for you will come in a bit quicker than expected," he murmured gravely.

"What? That can't-"

"The Omnitrix...did it spaz out on you lately?"

Ben nodded.

"Then things have changed. I'm sorry Ben but it awaits you. It seems your childlike excitement made your heart race faster and trigger the watch. You should be glad to spend your final hours with your friends."

"I did this?"

"Oh no, it's not you. The Omnitrix is just hypersensitive when it comes to repeated pulses such as your heartbeat."

"Do you know about what time it should come?"

"At twilight."

"Twilight?"

"Yes. When the sun is just below the horizon but the sky is still illuminated, then you can worry. You do realize the sun hasn't crossed the meridian? You have plenty of time to say your goodbyes."

Professor Paradox teleported away, leaving Ben awestruck at what he had just heard. What's worse, Paradox has done nothing to help him.

"Ben? Where are you?" He heard Gwen call. Ben wanted nothing more than to hide, but this is his final day. He had to commit to his friends. Forcing himself out of his emotions, he emerged out of the trees and spotted Gwen and Kevin running back for him.

"Ben! We wanted to tell you your phone is right here," Gwen said, waving the electronic up so he could see it. She handed him his phone. "You must've dropped it on the way here."

"Oh yeah, I must've missed it. Thanks!" He didn't expect to have lost his phone for real.

"You okay? You look a bit pale."

Ben wanted to tell them about his anxiety and pain of the knowledge that he was about to lose everything. He wanted so badly to tell them upfront on his goodbye. But knowing he was about to put baggage on them prevented him. Instead he shook his head.

"I'm fine. Maybe I'm just getting a cold. How about we get started with hiking? A little exercise can warm me right up."

But Gwen and Kevin did not look convinced. He pushed past them and began heading to the hiking trail with the other two following suit. They spent most of the time talking about their plans, cracking jokes, and even the past. Despite his situation, Ben could not be any happier, and it seemed as if the other two felt the same way. He secretly wished they would not become suspicious, but knowing the person he shared a birthday with, something just might pop up.

But for now, that didn't matter. Just their company convinced him that maybe saving the world and patrolling wasn't always the key to happiness. Maybe it was spending time with those he cared about.

* * *

"Ugh I'm so hungry." Gwen exclaimed.

"I know, me too." Kevin agreed.

"We're almost back at the car. Why don't we go to the pier next and eat something." Ben suggested.

"The pier to eat? Forget that, we're going to an actual restaurant." Kevin insisted.

"But the pier has cheaper food!"

"But the quality cannot be better than the one across from let's say Mr. Smoothie."

"You leave Mr. Smoothie out of this!"

"Will you guys quit it!" Gwen interrupted. "Make up your mind already!"

"Fine we'll go to a restaurant. But then we go to Mr. Smoothie. Got that Kevin?"

"Sounds like a plan."

"Go wherever you two like, but if I starve I'm blaming both of you."

Ben fell behind his two companions and looked up at the blue sky. The sun had crossed the meridian. His time would come soon. Twilight could not be for another 4 hours. Winter has shorter days. For once, he felt anxiety of his oncoming death crawl up and wanted nothing more than to extend his precious time on Earth.

"Hey Tennyson, you gonna stare at the sky like that all day? Come on let's go!" he heard Kevin's gruff voice call him.

Turning his gaze away from the sky, he returned to following his teammates.

* * *

 **A/N: Someone asked for it, someone got it. Part 2 of 3. I split it into chapters so it's not too big a read at first glance.**

 **Next chapter is final chapter; want it? Be sure to follow (;**


	3. Chapter 3

The three friends sat in a booth together as they waited for their lunch. Ben and Kevin, being a power duo, joked more and more until Gwen grew tired of their awful jokes. She sighed, while Ben and Kevin laughed their lungs out.

"Alright, you know what? Enough of this. I'm going to the bathroom, I'll be back in a few." She mumbled as she got up and left.

"Hey wait, Gwen!" Ben called out.

"We were just joking!" Kevin finished.

But Gwen didn't return, so Ben turned his attention back to waiting. "It's amazing what two friends can accomplish." He rejoiced.

"We're a good team." Kevin agreed, crossing his arms over his head to lay back.

There was a small bit of silence, but it wasn't awkward in any way. Ben felt the ease within the atmosphere, and he knew Kevin was having a good time.

"Hey, did you ever think we'd be friends?" He asked suddenly, breaking the silence.

"No. Either I meant to use you or I meant to kill you. There's nothing friendship worthy about that." Kevin answered.

"It still surprises me that we used to be such bitter enemies and now we're working together."

"We've had this conversation before. I had a rough childhood; I don't blame you for hating me."

"I didn't _hate_ you; I was just defending myself. I always wished we could've become friends sooner." Ben explained.

"Yeah, and I always wished I could've killed you sooner, but that didn't always work out." Kevin muttered as he sat up correctly. His voice sounded unusually serious.

"Yeah, that's true." Ben faltered. He looked down at the table, thinking of the crazy things they used to do when they were kids. Could they really have never become friends? Kevin seemed to have sensed his confidence lowering, so he added to what he meant.

"But don't get your shoelaces in a twist. I'm glad I didn't kill you, otherwise how would I have gotten with your cousin?"

Kevin mentioned Gwen a lot, and about how much he's glad she gave him a chance, but Ben knew he was just as glad to have Ben give him a shot to redeem himself. Now the two ended up like brothers.

"Psh yeah I know," he said dismissively. "After all, you'll take care of her, right?" The subjected turned sharply, but he wanted to make sure he was leaving his cousin in good hands.

"Of course. What makes you think I wouldn't?"

"Because you barely take care of yourself. You should start doing that."

"I do, just not in the way you expect."

"I'm serious Kevin, be careful from now on."

"I _will_."

"Gwen needs you."

"I got this Tennyson, trust me."

"I do." Ben finished with a whisper. Before he could add anything more, the waitress that attended them appeared with their food. She placed them with their rightful eaters, and Ben and Kevin dug in, thanking her for her service. Gwen appeared not too long after.

"Hey, what'd I miss. Oh food!"

She sat down and dug in as well. The moment Ben had shared with Kevin was over, but he wished there was a little more he could say. He wanted Kevin to know what's going on, but he held his tongue.

His time will be soon.

* * *

"Well I'll be going to work on my ride now," Kevin announced as they exited the restaurant. "Call me if you need anything."

"But what about Mr. Smoothie?" Ben asked.

"Uh yeah, I think I pass. Last time it gave me a really upset stomach I had to spend the night with a box over me."

"Over?" Gwen wondered.

"Don't ask. Anyways I'll come back to pick you up before it gets dark."

' _Good! That means I will have time to say my final goodbye to both of them!'_ Ben thought.

"Alright then," Gwen said. "Be careful!"

"What's with the Tennysons telling me what to do today? I'm an independent man!" Kevin got into his car and drove off before Gwen could even reply.

"What's his deal?" She asked.

"He always feels patronized. Mr. Smoothie, Gwen?" Ben invited hopefully.

"Of course," she answered.

They crossed the street as they headed to the place Ben loved most.

* * *

The lot was slightly empty when Ben and Gwen chose their spot. It was secluded and peaceful, but Ben didn't mind so long as he got his smoothie. This time: a carrot smoothie, complete with a mixture of chocolate and brussel sprouts.

Gwen got herself a simple fruit mixture smoothie. Ben sighed, she should learn to live a little.

The cousins sat down to enjoy their drink and watch the passing of cars and birds flying overhead. The sun warmed Ben's back and he felt at bliss. Warm sun, peaceful area, a smoothie in his hand? What more could he want!

This was a perfect way to go. Two more hours...the sun was a little over 45 degrees above the horizon now.

"Hey Ben," Gwen's voice suddenly broke his thoughts. "Are you okay today? You seem weirder than usual."

"Than usual?" Ben wondered.

"Yes! You're weird as hell! So what's up? Something in that mind of yours?"

A slight pause, but Ben began. "It's just, I'm thinking. How close we've gotten these past 6 years, I mean we used to go at each other's' throats when we were younger. It's so funny to me. I mean, it's not everyone who can share such a bond with their cousin."

Gwen's confused face changed into a warm smile. "Yeah, I remember that summer where everything changed. You didn't even have a name, you'd just be dweeb to me."

"And you'd be doofus."

They shared a laugh until Ben continued with his reminisce.

"And then Kevin came along and added more weirdness. My worst enemy as a kid, it's as if becoming friends with Vilgax after all these years!"

"And me dating him? What happened?"

They shared another laugh. Ben felt his heart palpitate again, but he ignored it and went on with his distraction of an explanation.

"Things changed...a lot, but you'll take care of him, right?" He asked Gwen the same question he asked Kevin not too long ago.

"Yeah of course. He can't do it himself so someone's gotta do it for him. Why?" Gwen's smiling face turned to curiosity.

"The last part," Ben answered. He heart gave another wave and this time he was forced to lean over and put his hand over his chest to control the feeling.

"Ben?" He heard his cousin ask.

He pulled his face up to look at her.

"It's nothing." Ben choked.

"It's not nothing! You look like you're in pain!"

"I'm not, believe it or not." Ben insisted.

"Ben!"

How embarrassing. Looks like he was going to die in public. But suddenly Gwen grabbed Ben's jacket and pushed him to the side. A golden laser struck the table, shattering it. The source did not reveal itself. Instead, another laser ripped out from the sky and nearly landed on a customer. People got up to run as Mr. Smoothie began to go under attack from a source unwilling to show itself.

"Where is it coming from?" Ben demanded.

"I don't know!" Gwen hissed as she made a shield with her mana.

The lasers stopped, but when Gwen put her shield down they started again.

"Quick Gwen, get us out of here!" Ben yelled.

She muttered a spell and the two were transported away.

* * *

Ben opened his eyes. He looked around and saw nothing but trees. Above him, the sky was still blue, but he was unable to know where the sun was located.

"Where are we?" He asked.

"The forest in the outskirts of Bellwood," Gwen explained. "This is the same forest you found the Omnitrix."

Ben continued gazing in awe. This was the forest where it all started. He turned his attention back to his watch and began to fiddle with it. No matter what he pushed, it did not seem to work when it came to summoning his aliens. Looks like he and Gwen will be walking home.' _Stupid Omnitrix,'_ he thought to himself.

"Omnitrix won't budge," he informed his cousin. "Think you can call Kevin to pick us up?"

"Already on it," she said as she pulled out her phone to call up Kevin.

Ben sat on a stone and waited, but his patience was running out. There was no way of knowing where the sun was at. All the trees blocked out what sunlight they had left. Gwen took her time explaining what happened to Kevin. He didn't want to intrude what they were talking about, but he had to ask. Gwen was going to find out soon anyway, so it's now or never. He just hoped Kevin would get here in time for them to exchange the final goodbye.

He felt his heart thudding against his chest with anxiety when Gwen finished her talk. He got up and demanded, "What time is it?"

Gwen looked confused. "It's four in the afternoon, why? What's with the sudden rush?"

' _Four in the afternoon,'_ Ben thought. ' _That gives me an hour or less. But I want to see the sun go down.'_

"Do you know where we can get to a higher place where we can see the sky?" He asked.

Gwen continued giving him a confused stare, but she turned her head towards a nearby hill that lead upwards. "That probably has a nice skyline at the top," she murmured.

"Let's go then." Without a wait for a response, Ben began walking uphill. Gwen followed silently, although she was more than a few steps behind. Probably analyzing him, he guessed. The silence was broken only when she finally dared to ask.

"Ben, are you alright?"

He didn't answer.

"Ben," she warned.

"Listen Gwen," he trembled as he did not stop. "Can this wait until we can see the sky? I can explain, just trust me."

She did not answer, and the two trekked in quiet wilderness until they finally reached a clearing where the sky was visible. The sun was growing orange as it neared the horizon. Ben's time will be over soon.

He gazed at his ticking sky clock with fear. It wasn't until Gwen's voice called him out of his thoughts that he finally realized someone was waiting for him to answer. He gulped.

"Gwen," he began ever so quietly. "I'm...going to die."

Shock and confusion filled Gwen's face. "What? Don't say that!"

But Ben only shook his head. "This morning I received a message from Paradox. He said the Omnitrix has always had its unwarranted consequences. Each time I used my aliens, it brought me closer to death no matter what I did. Azmuth lied when he said it was perfectly safe, now I just want to know why."

"So what you're saying is…" Gwen stammered.

Ben looked over at his cousin, her eyes full of grief and despair. He smiled.

"I've lived a full life," he consoled. "I've helped people and I've brought others down. I've been a jerk and I've been a freak. But none of that compares to the life I lived. I don't regret helping those I've helped. But mostly, I've certainly never regretted working with my cousin...and my best friend."

Kevin appeared from the trail Ben and Gwen had walked through. He was holding his Plumber's Badge. "I tracked you down, what am I missing?"

"Hey Kevin," Ben greeted with a smile on his face. He was glad his best friends were here, but he felt weaker.

His knees trembled below him. He coughed and put his hand up to his chest when he felt his heart give another flutter, this time painful. He swayed and began to fall, only to be caught by someone's arms. He opened his eyes to look at his rescuer. It was Gwen. Beside her, Kevin leaned over, gazing into his friend's eyes, a certain shock in his face.

Ben smiled once more, but pain twisted his face. "I love you guys," he murmured. "Thank you for being here...for being in my life."

The sky was getting darker.

"You're going to be okay Ben," Gwen's soothing voice comforted him. Things were much different when she wasn't just scolding him.

"You've done well, hero," Kevin agreed. Although still rough, something in his voice had changed. It was strangely almost crooning in the most Kevin way possible.

A single star watched over the three friends.

Exhaustion clawed over him. He wanted to fight back. He wanted to get up and return to the field of battle like he always had always done. But he knew he couldn't. Not this time.

He was surrounded by his friends, or could he even say his family? That was all he wanted. That was all that mattered.

* * *

 **A/N: This was a sadistic writing and I enjoyed it. Watch me as I look back 2 years later and regret, but at least I can say my writing's improved.**

 **Let me know what you think? (;**


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